TERM NOTE

FOR VALUE RECEIVED , the undersigned (the “ Borrowers ”), jointly and severally,  promise to pay to the order of The PrivateBank and Trust Company (the “ Lender ”), at the Lender’s office at 120 South LaSalle Street, Chicago, Illinois 60603, or such other place as Lender may designate from time to time hereafter, the principal sum of Seven Million Six Hundred Thousand and 00/100 Dollars ($7,600,000.00), payable as set forth in the that certain Loan and Security Agreement dated of even date herewith by and among Borrowers and Lender (herein, as the same may be amended, modified or supplemented, the “ Loan Agreement ”).  The final payment of all then outstanding principal and interest on the Loan shall be due on the Term Loan Maturity Date.  All capitalized terms used herein without definition shall have the same meanings herein as such terms are given in the Loan Agreement.

This Note evidences the Term Loan made to Borrowers by the Lender under the Loan Agreement, and Borrowers hereby promise to pay interest at the office described above on the Loan evidenced hereby at the rates and at the times and in the manner specified therefor in the Loan Agreement.

The Loan evidenced hereby and any repayment of principal hereon, shall be recorded by the Lender on Lender’s books and records.  Borrowers agree that in any action or proceeding instituted to collect or enforce collection of this Note, the entries so recorded on the books and records of the Lender shall, absent demonstrable error be conclusive evidence of the amount of the Loans made by Lender to Borrowers and the interest and payments thereon.

This Note is issued by Borrowers under the terms and provisions of the Loan Agreement and is secured by, among other things, the Collateral and the Loan Documents and this Note and the holder hereof is entitled to all of the benefits and security provided for thereby.  This Note may be declared to be, or be and become, due prior to its expressed maturity, voluntary prepayments may be made hereon, and certain prepayments are required to be made hereon, all in the events, on the terms and with the effects provided in the Loan Agreement.

All of Lender’s rights and remedies are cumulative and non-exclusive.  The acceptance by Lender of any partial payment made hereunder after the time when any of the Obligations hereunder become due and payable will not establish a custom, or waive any rights of Lender to enforce prompt payment thereof.  Lender’s failure to require strict performance by Borrowers of any provision of this Note shall not waive, affect or diminish any right of Lender thereafter to demand strict compliance and performance therewith.  Any waiver of an Event of Default hereunder shall not suspend, waive or affect any other Event of Default hereunder. &nbs